These, coupled with misleading disclosures, “distorted the company’s share prices and misled the investing public,” according to the commission.
In a media release on Saturday, January 31, the Securities and Exchange Commission (SEC) confirmed that it has filed a criminal complaint against Villar Land Holdings Corp. (formerly known as Golden MV Holdings, Inc.), its related entities, and their respective officers.
The charges they have filed on January 30 are for the alleged market manipulation, insider trading, and misleading disclosures.
According to the SEC, the firm and its officers violated Section 24.1(d) and Section 26.3 of Republic Act No. 8799 (or the Securities Regulation Code) for making false or misleading statements and engaging in acts that operated as fraud or deceit upon investors.
Named as respondents in the said case are Villar Land chairperson and former senator Manuel “Manny” Villar, Jr.; former senator Cynthia Villar; directors Cynthia Javarez, Manuel Paolo Villar, Camille Villar, and Mark Villar; as well as independent directors Ana Marie Pagsibigan and Garth Castañeda.
Section 24.1 (d) prohibits false or misleading statements, with knowledge of their falsity, for the purpose of inducing the purchase or sale of securities, while Section 26.3 does not allow any person to directly or indirectly engage in securities transactions that operate as fraud or deceit upon any person.
Incumbent senator Camille Villar was also singled out by the commission, who told that she engaged in “insider trading” when she purchased 73,600 shares of the company in December 2017.
That was shortly before the release of a corporate disclosure, which eventually resulted in an increase in the company’s share price.
Meanwhile, charged for violating Section 24.1(b) of the SRC—which prohibits price manipulation, including acts that artificially raise or depress the price of securities to induce trading by others in securities of the same issuer or of a controlling, controlled, or commonly controlled company—are those from related entities.
These are Infra Holdings Corp. and MGS Construction, along with their officers and authorized signatories, namely: Virgilio Villar, who is the brother of former senator Manny Villar, as well as Josephine Bartolome, Jerry Navarrete, and Joy Fernandez.
The SEC alleged that related entities, including Infra Holdings Corp. and MGS Construction, engaged in trading activities that created artificial demand and supported the price of Villar Land shares.
SEC Chairperson Francis Lim said in his comment, “Building investor confidence in the Philippines is crucial in driving the inclusive and sustainable growth of our capital market and business sector for national development.”
“In this light, the SEC is firm in addressing fraudulent and manipulative acts that mislead the investing public and distort our capital markets. The Commission likewise enjoins publicly listed companies to uphold the highest standards of good corporate governance to help strengthen and sustain investor confidence badly needed by our capital markets,” he added.
The charges were a result of an internal SEC investigation into Villar Land’s public disclosures and trading activities, which it claimed to have misled investors and distorted the market price of the company’s shares.
It noted that in Villar Land’s 2024 financial statements, it saw a substantial increase in total assets amounting to PHP1.33 trillion and net income of PHP999.72 billion. These are compared to PHP1.46 billion in the previous year.
The SEC told that the company attributed the increase to a “revaluation of its real estate holdings.”
But the SEC alleged that these figures were disclosed to the investing public prior to the completion of the company’s external audit, with the company’s independent auditor subsequently clarififying that the financial statements had not yet been fully audited—including the valuation of major properties.
“When the audited financial statements were later submitted, Villar Land reported total assets of only P35.7 billion-significantly lower than the amounts earlier disclosed,” added the commission.
The Commission also cited regulatory findings involving Villar Land’s property appraiser, E-Value Phils., Inc.
In November 2025, the SEC said it had revoked the appraiser’s accreditation and imposed a P1-million fine after determining that its valuation reports used to support of Villar Land’s asset revaluation were unreliable.
